Borrower Acquisition definition

Borrower Acquisition has the meaning set forth in Section 10.30(a).
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Borrower Acquisition as defined in paragraph 4 of Recital G.
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Borrower Acquisition means the purchase by a Borrower of (x) assets of any Person which constitute an operating unit or business of such Person or (y) the capital stock or other beneficial ownership interests in another Person; provided that (i) no Default or Event of Default shall have occurred and be continuing on the date of any such acquisition or would occur after giving effect thereto, (ii) at all times during the twelve month period immediately preceding any such acquisition, and after giving effect thereto, Availability shall be equal to or greater than $25,000,000, (iii) the Borrower shall have notified the Agent not less than 10 days prior to the proposed closing date for any such acquisition, and the Agent shall have confirmed within 5 days after Agent's receipt of such notice that the proposed acquisition complies with the Acquisition Standards, and the Agent's decision thereon shall be final and binding, (iv) the Borrowers shall take or cause to be taken such actions as the Agent shall reasonably request in order that the Agent be granted a first priority security interest in all assets acquired, including, without limitation, all assets of any target company and the pledge of any stock purchased or of any Subsidiary formed and (v) any new Subsidiary shall issue a Guaranty of the Obligations; provided further that the Borrowers and the Parent may assume, for all Borrower Acquisitions and Permitted Acquisitions in the aggregate, not more than $10,000,000 in liabilities, contingent and actual and, in any event, including, without limitation, lease obligations with respect to real property."
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Examples of Borrower Acquisition in a sentence

  • Each of the sales and purchases under the Borrower Acquisition Documents and the purchase of the Equity Interests under AerCap-Borrower Purchase Agreement is exempt from the registration requirements of the Securities Act of 1933, as amended.

  • The seizure or foreclosure of any of the properties or assets of Borrower, Acquisition SPV or the PMF pursuant to process of law or by respect of legal self-help, and which shall have a Material Adverse Effect, unless said seizure or foreclosure is stayed or bonded in full within sixty (60) days after the occurrence of same.

  • The actual balance sheet of the Borrower as of the Initial Advance Date, giving effect to the Borrower Acquisition, the initial Advances to be made under this Agreement and the transactions contemplated by this Agreement, the AerCap-Borrower Purchase Agreement and the other Transaction Documents, a copy of which shall have been furnished to the Administrative Agent on or before the Initial Advance Date, shall fairly present the financial condition of the Borrower as at such date, in accordance with GAAP.

  • Regardless of the occurrence of any Event of Default, Borrower agrees to pay all expenses, including reasonable attorneys fees and legal expenses, incurred by Lender in any bankruptcy proceedings of any type involving Borrower, Acquisition, the Collateral, or this Security Agreement, including, without limitation, expenses incurred in modifying or lifting the automatic stay, determining adequate protection, use of cash collateral, or relating to any plan of reorganization.

  • The Depositary Agency Agreement among the Borrower, Acquisition Corp., the Agent and Bankers Trust Company, as depository, substantially in the form of Exhibit K, as the same may be amended, supplemented or otherwise modified from time to time.

  • Since the date of formation, the following Grantors have made or entered into the following mergers, acquisitions, consolidations, reorganizations, changes in state of incorporation or formation, or other changes in organizational form affecting such Borrower: Acquisition of 100% of the membership interest of PCI of California, LLC Acquisition of the assets of EnVectra , Inc.

  • Notwithstanding anything to the contrary in this First Amendment and Joinder, Bank, New Borrower, and Borrower hereby agree that New Borrower will be deemed to have entered into this First Amendment and Joinder simultaneously with consummation of the New Borrower Acquisition.

  • Each of the sales and purchases under the Borrower Acquisition Documents and the purchase of the Equity Interests under the Avolon-Borrower Purchase Agreement is exempt from the registration requirements of the Securities Act of 1933, as amended.

  • Promptly upon Borrower obtaining knowledge of (1) the institution of any Action against or affecting Borrower, Acquisition or the Partnership or (2) any material development in any Action at any time pending against or affecting Borrower, Acquisition or the Partnership, Borrower shall give notice thereof to Lender and provide such other information as may be available to it to enable Lender and its counsel to evaluate such matters.

  • Foreign Corporations Authorized to Do Business but Disclaiming Tax LiabilityA foreign corporation that is authorized to do business in New York State but is disclaiming tax liability must file Form CT-245, Maintenance Fee and Activities Return of Foreign Corporations Disclaiming Tax Liability.


More Definitions of Borrower Acquisition

Borrower Acquisition means the Guarantor’s indirect or direct acquisition of all of the shares in the Borrower. Beneficiaries: the Lender and/or any subsequent legal owner of the claims (by way of assignment, succession or transfer of title through Security enforcement or otherwise) which constitute the Guaranteed Obligations.
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Borrower Acquisition means any transaction or series of related transactions for the purpose of, or resulting in, directly or indirectly: (a) the acquisition by the Borrower or any Subsidiary of the Borrower of all or substantially all of the assets located in the United States of a Person or of any business or division of a Person; (b) the acquisition by the Borrower or any Subsidiary of the Borrower of more than fifty percent (50%) of any class of Voting Stock (or similar Capital Stock) of any Domestic Person; or (c) a merger, consolidation or other combination by the Borrower or any Subsidiary of the Borrower with another Person if the Borrower or any Subsidiary of the Borrower is the surviving entity; provided that (i) in any merger involving the Borrower, the Borrower must be the surviving entity; and
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Related to Borrower Acquisition

  • Business Acquisition means the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • Qualified Acquisition means an acquisition or a series of related acquisitions in which the consideration paid by the Credit Parties is equal to or greater than $50,000,000.

  • Specified Acquisition means one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $50,000,000.

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Permitted Acquisition Certificate means a certificate substantially the form of Exhibit F or any other form approved by the Administrative Agent.

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Permitted Acquisitions means any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any Person, or of any business or division of any Person, (b) acquisition of all or substantially all the Equity Interests of any Person, and otherwise causing such Person to become a Subsidiary of such Person, (c) merger or consolidation or any other combination with any Person, or (d) any Permitted Restaurant Acquisition, if each of the following conditions is met:

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • business acquisition report means a completed Form 51-102F4 Business Acquisition Report;

  • Working Capital Borrowings means borrowings incurred pursuant to a credit facility, commercial paper facility or similar financing arrangement that are used solely for working capital purposes or to pay distributions to the Partners; provided that when such borrowings are incurred it is the intent of the borrower to repay such borrowings within 12 months from the date of such borrowings other than from additional Working Capital Borrowings.

  • Land acquisition means the taking of or alienation of land, buildings or other assets thereon for purposes of the Project.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Non-Control Acquisition means an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Initial Borrower has the meaning specified in the preamble hereto.

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Material Permitted Acquisition means a Permitted Acquisition involving consideration of $300.0 million or greater.